TORONTO, Nov. 11, 2012 /CNW/ - Leon's Furniture Limited (TSX: LNF) and
The Brick Ltd. (TSX: BRK) are pleased to announce that they have
entered into a definitive agreement (the "Arrangement Agreement") that provides for the acquisition of The Brick by Leon's by way of
plan of arrangement (the "Arrangement") for $5.40 per share (the "Share Consideration"). Leon's will also acquire all of the outstanding common share
purchase warrants of The Brick for $4.40 per warrant. The total
consideration payable to Brick shareholders and warrantholders is
approximately $700 million.

The Share Consideration represents a premium of approximately 62% to the
20-day volume weighted average price of The Brick's common shares on
the TSX as of November 9, 2012. The warrants, which have an exercise
price of $1.00 and expire on May 27, 2014, had a closing price on the
TSX of $2.36 on November 9, 2012. The closing price of the Brick shares
on the TSX on November 9, 2012 was $3.50.

Leon's and The Brick will continue to operate as separate banners out of
offices in Toronto and Edmonton. Terry Leon will remain as CEO of
Leon's and will be CEO of the combined entity. Vi Konkle, President and
CEO of The Brick, will continue as President of The Brick. Bill
Gregson, currently Executive Chairman of the Board of The Brick, has
agreed to stay on in an advisory capacity. It is anticipated that Mr.
Gregson will join the Leon's Board in due course. Mark J. Leon will
continue to serve as the Chairman of the Board of Leon's.

Terry Leon, President and CEO of Leon's, said, "This transaction brings
together two great Canadian companies with complementary geographic
footprints to strengthen our position in the home furnishings
marketplace. We will apply the best practices of both companies to
offer even greater value to our customers and create more opportunity
for our associates. Our combined team will have access to national
buying opportunities in merchandising and marketing, and a national
distribution network that will enable us to greatly enhance our online
shopping capabilities. We are very excited to build on the
relationships we have established over the years with our respective
associates, franchises, customers, shareholders, suppliers and the many
communities we serve."

Vi Konkle, President and CEO of The Brick, said, "We welcome this
opportunity to partner with this iconic corporation. By joining forces,
we can strengthen both of our businesses, enhancing everything that has
made Leon's and The Brick two of Canada's best-known retailers and
preserving The Brick's roots in Edmonton."

Added Mr. Leon: "During these economic times where we have seen multiple
American corporations make inroads in our country through acquisitions,
it is a pleasure to see two successful Canadian retailers reach such an
agreement that will better serve Canadian consumers."

As indicated, under the Arrangement, Leon's will acquire all of the
outstanding common shares and common share purchase warrants of The
Brick. For each common share held by a Brick shareholder, the
shareholder can elect to receive as consideration $5.40 in cash per
common share or 0.0054 convertible debentures of Leon's (the "Convertible Debentures"), described below, subject to the terms and conditions of the
Arrangement Agreement. For each warrant, the holder of such warrant can
elect to receive as consideration $4.40 in cash per warrant or 0.0044
Convertible Debentures per warrant, subject to the terms and conditions
of the Arrangement Agreement.

Each of William Comrie, the founder of The Brick, Fairfax Financial
Holdings Limited ("Fairfax"), Chou RRSP Fund, and Bill Gregson, the Executive Chair of The Brick's
Board of Directors, who together hold approximately 66.6% of the
outstanding common shares and warrants of The Brick, have entered into
irrevocable voting support agreements and agreed to vote their common
shares in favour of the Arrangement.

The transaction is expected to close in the first quarter of 2013,
subject to certain customary conditions, including court approval,
relevant regulatory approvals and the absence of any material adverse
change with respect to The Brick. The Arrangement will also be subject
to (i) the approval of at least 66 2/3% of the votes cast at a special
meeting of Brick shareholders and warrantholders, voting as a single
class, to be called to consider the Arrangement, and (ii) the approval
of at least a majority of the votes cast by Brick shareholders at such
meeting.

Under the terms of the Arrangement Agreement, there will be no dividends
or other distributions declared on Brick Shares pending closing.

Transaction Details

The Brick's Board of Directors, after consultation with its financial
and legal advisors, and on the recommendation of the Special Committee
of The Brick's Board of Directors, has determined that the Arrangement
is fair to holders of common shares and warrants, respectively, and
that the Arrangement is in the best interests of The Brick and
recommends that shareholders and warrantholders vote in favour of the
Arrangement.

The Brick's Board of Directors is not making a recommendation as to
whether shareholders or warrantholders of The Brick should elect to
receive Convertible Debentures as Fairfax, which currently owns
approximately 37% of the outstanding common shares of The Brick, has
agreed to accept as partial consideration for its shares all
Convertible Debentures not otherwise elected to be received by other
shareholders or warrantholders of The Brick. The Board of Directors of
The Brick has not concluded whether or not the Arrangement is fair to
Fairfax, and accordingly it is not recommending whether or not Fairfax
should vote in favour of the Arrangement.

Scotia Capital Inc. has provided an opinion to the Special Committee of
the Board of Directors of The Brick that the Arrangement is fair, from
a financial point of view, to shareholders and warrantholders of The
Brick. For the purposes of rendering the opinion, Scotia Capital Inc.
has relied on certain assumptions, including the fact that all
shareholders and all warrantholders, other than Fairfax, are entitled
to receive 100% cash consideration. At the Company's direction, Scotia
Capital Inc. has not been asked to offer, nor has it offered, any
opinion as to the value of the Convertible Debentures and certain other
matters, and it expresses no opinion as to whether or not the
Transaction is fair from a financial point of view to Fairfax. Scotia
Capital Inc.'s opinion will be included in the Information Circular (as
defined below).

The Convertible Debentures will have a 3% coupon and a 10-year term, and
will be convertible beginning 90 days prior to the fourth anniversary
of their issuance, at a conversion rate based on $12.6379 per Leon's
common share. Leon's will have the right to redeem the Convertible
Debentures after the fourth anniversary of their issuance, subject to
the holder's right to convert rather than have their Convertible
Debentures redeemed. A maximum of $100 million of Convertible
Debentures will be issued. Leon's has applied to list the Convertible
Debentures and the underlying Leon's common shares on the TSX.

The terms and conditions of the Arrangement will be summarized in The
Brick's management information and proxy circular, which will be filed
and mailed to The Brick's shareholders in late November 2012 (the "Information Circular").

Leon's intends to finance the cash portion of the consideration from
existing cash resources and $500 million in committed bank facilities
fully-underwritten by CIBC and Desjardins Capital Markets. These
committed bank facilities are comprised of a $400 million four-year
term credit facility, and a new $100 million revolving credit facility
which, if required, will be used to finance the transaction and
otherwise will be available for general corporate purposes.

Advisors and Legal Counsel

CIBC World Markets Inc. is acting as financial advisor and McCarthy
Tétrault LLP is acting as legal advisor to Leon's. Blake, Cassels &
Graydon LLP is acting as legal counsel to The Brick and its Board of
Directors. Scotia Capital Inc. is acting as financial advisor to the
Special Committee of the Board of Directors of The Brick. Torys LLP is
acting as legal counsel to Fairfax.

Press Conference - November 12, 2012 at 10:00am ET

The CEOs and Board Chairs from both companies will host a joint press
conference tomorrow, Monday November 12th, at 10:00am Eastern.

Location:

Leon's Furniture Toronto Downtown (at the Roundhouse)

255 Bremner Boulevard (Parking available on Bremner Blvd. or underground
in the Toronto Convention Centre parking)

About Leon's

Leon's was founded in 1909 and is one of Canada's best-known home
furnishings retailers offering great value on furniture, major
appliances and home electronics. Leon's has 76 stores in Newfoundland
and Labrador, Quebec, Ontario, Manitoba, Saskatchewan, Alberta, Nova
Scotia, New Brunswick, and Prince Edward Island.

About The Brick

The Brick, which opened its first store in Edmonton, Alberta in 1971,
has grown over the last 40 years to become one of Canada's leading
retailers of household furniture, mattresses, appliances and home
electronics. The Brick has 230 stores operating under The Brick,
United Furniture Warehouse, The Brick Mattress Store and Urban Brick
banners.

Forward-Looking Statements

This news release contains "forward-looking statements" within the
meaning of applicable Canadian securities laws, including (but not
limited to) statements about: completion of the proposed transaction
and expected timing; financing of the transaction; strengthening the
combined companies' position in the marketplace; application of best
practices of both companies and offering of greater value to customers
and creation of opportunities for associates; access to national buying
opportunities in merchandising and marketing; enhanced online shopping
capabilities; Mr. Gregson joining the Leon's Board; more competitive
businesses; enhancing the businesses; preserving The Brick's roots in
Edmonton; better serving Canadian consumers; and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations, that reflect management's current
expectations and are based on information currently available to
management of Leon's, The Brick and their respective subsidiaries. The
words "may", "will", "should", "believe", "expect", "plan",
"anticipate", "intend", "estimate", "predict", "potential", "continue"
or the negative of these terms, or other expressions which are
predictions of or indicate future events and trends and which do not
relate to historical matters, identify forward-looking matters. The
following factors could cause actual results to differ materially from
those discussed in the forward looking statements: failure to satisfy
the conditions to complete the Arrangement, including the receipt of
the required securityholder, court or regulatory approvals; the failure
of Leon's to satisfy conditions to its acquisition financing; the
occurrence of any event, change or other circumstance that could give
rise to the termination of the Arrangement Agreement; retention of
customers, suppliers and personnel being adversely affected by the
uncertainty surrounding the Arrangement; inability to successfully
integrate the operations of the two companies following completion of
the transaction; and other factors discussed in documents filed with
the securities commissions across Canada by Leon's and The Brick.
Reliance should not be placed on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of
Leon's or The Brick to differ materially from anticipated future
results, performance or achievements expressed or implied by such
forward-looking statements. Leon's and The Brick undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
other than as required by applicable law.

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